Proxy Votes

Started by ChristinaR • 3 replies • 1773 views

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ChristinaR (Maryland)
Posts: 99

Posted:

Our members never attend meetings. Attendance is usually 8-10 people including the 5 member BOD. Our annual meeting is usually decided by proxy. People mail in blank proxies to the management company and they would normally assign them to the secretary. Some people would write a specific BOD name at the top for them to vote on their behalf. Our documents do not dictate who should receive these blank proxies. We recently got a new management company and they are deciding how to run the annual meeting. Does anyone else have this issue? What do you do about it? The only thing our documents state is:

At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.

Any help would be appreciated.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Christina,

The fact that the bylaws state the proxy shall be filed with the secretary, does not mean it must be given to the secretary. Any member can give their proxy to any other member of the assn. But, because the majority of the members do not attend the meeting and give their proxy to the secretary , it is resulting in the members not having a voice in deciding who is elected to the BOD. A better way may be to amend the bylaws to allow mail-in ballots. This way the members may vote as they choose. Also, the mail-in ballots would count toward the quorum for the meeting.

ChristinaR (Maryland)
Posts: 99

Posted:

Our Proxies give them a place to assign another Member, but if they leave that line blank, the blank Proxy vote has gone to the secretary. This is just the way the management company has done this for many years. A member of our BOD wants the proxies for himself, so he is trying to change who it goes to.

So my questions are:

Should these blank proxies only count towards the quorom and not allow for additional votes?

Can we use them as such without an amendment?

What is the best and most fair way to assign blank proxies with an amendment?

We have never done ballots because people can be nominated on the floor at the annual meeting. Therefore, a 2nd meeting would have to be held in order to actually hold elections, since a ballot with all the candidates would have to go out to all Members.

Any advice would be helpful. Since only 5 people ran for the board and only 5 BOD slots were open, it wasn't really an issue. Now that this one BOD is trying to stack the board, he wants control of all blank proxies so that he can't be voted off and he can control the majority of the votes and put anyone he wants on or off the BOD.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Christina,

If you are a member of the board, I urge you to lobby to have the bylaws changed to allow mail-in ballots and to prohibit proxys. This way all the members of the assn will have the ability to cast their own votes. The mail-in ballot also counts toward the quorum for the meeting which is great for your assn because so few members attend the annual meeting. Proxies can be a good thing but they can also be abused and this is what the one board member you mention is doing. Outlawing proxies would eliminate this type of abuse, but by allowing mail-in ballots it would not be taking anything away from the members. AZ outlawed proxies a number of years ago and requires mail-in ballots. I have not heard of any complaints!

BTW, in answer to you question, if a proxy is ONLY to be used for quorum purposes that should be stated on the proxy form. Otherwise it is used to allow someone to vote in place of a particular member, whether that person be another member of the assn, or the assn sec or another designated board member. If the proxy is left blank it's because the wording on the proxy states the prxy is being given to the BOD sec unless another member's name is entered on the proxy form. If the proxy is NOT only for quorum purposes then it is intended to allow the designated person to cast a vote in place of the proxy giver.

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